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Job offer won't budge on IP clauses? Am I being unreasonable?
9 points by taking_counsel on May 12, 2021 | hide | past | favorite | 5 comments
After a very lengthy interview process with a big company, I revived a job offer. I've been on a shortish sabbatical and working on several side projects. The contract has IP clauses. Naturally, I asked for an IP background form so my projects could be excluded from the agreement. I received the following (paraphrased) response:

If the projects are "truly independent", then there is no need for such a form. And if it isn't, then they are not willing to wavier anything.

The problem is that my projects involve programming and data science (in some niche AI corners). The job is a data science/programming job. Clearly, there is overlap - hence I wanted to be upfront and get said projects excluded. For clarity were didn't even get a chance to discuss projects, simply asking for the IP background form garnered the above response.

Am I being unreasonable here? This should have been very straight forward. I'm not sure how to follow this up. The statement is vague, as is "truly independent" is obviously open to interpretation. Has anyone dealt with this before? I'm not sure whether to:

i) push back and explain the situation again. Perhaps I haven't been clear enough, and this is a miss communication? Or they are simply parting me off, naively assume that this is my first rodeo? ii) have a lawyer review the contract - this is costly, and I have had previous contracts reviewed before; the language is nigh on identical to contracts I've had beforehand. "in the course of your employment," etc. It is sufficiently vague enough that I felt having an IP background form would the most prudent approach. ii) walkway. I have plenty of savings and have had numerous job offers during my sabbatical. But I am worried about being unemployable at some point.

These projects may amount to nothing, I have started monetising them. What would you do? Am I unreasonable? Am I silly walking away from a job in this economy?




Sounds like a reasonable position and that clause is something that needs to be addressed.

I would get into specifics. These are my projects A,B, and C. They are related to this position, but I would like to maintain full ownership of my work.

If they say they will claim IP on the projects then what you really have to talk about is /selling/ your projects to the company. If they won’t offer anything, then they have no value to the company, in which case they should let you keep full ownership over the projects, but I wouldn’t surrender them for nothing.

This isn’t an acquihire, it seems that the projects were not part of your interview process, but the job offer is the start of the negotiations. You can just counter their offer rather than asking for permission to not accept the terms.


> Am I silly walking away from a job in this economy?

The economy writ large matters less than how easily you tend to land jobs. Do you have a deep network, are you used to juggling offers? Then fuck em.

If you decide that it's feasible for you to walk — like if this opportunity blows up, it'll be okay — then I'd recommend playing hardball back and seeing how they take it. Tell them this is a deal breaker for you.


Possible Miscommunication. Let me guess—

You’re dealing with an HR flunky at this stage?

Talk to the hiring executive, and possibly a more senior ranking HR leader.

They need to HEAR your voice.

First, That you are inclined to accept their offer and eager to join the team.

Relative to the agreement- It makes sense to get clarity on the IP clause.

If they still push back.

I would get curious as to WHY? Essentially, understand the pictures in their heads.

Those live conversations will inform next steps.


THEY are being unreasonable. It would warn me off that they are so flippant.

For all you know they have a branch in Alaska working on the exact same thing! Yours is theirs now!

Really sounds like a lot of risk.


You are not unreasonable. Would push for the projects to be excluded. It can be done easily.




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